National Instrument 55-104
Insider Reporting Requirements and Exemptions
PART 1
DEFINITIONS AND INTERPRETATION
1.1
Definitions and interpretation
(1)
In this Instrument
“acceptable summary form” means, in relation to the alternative form of insider
report described in sections 5.4 and 6.4, an insider report that discloses as a single
transaction, with December 31 of the relevant year as the date of the transaction,
using an average unit price of the securities,
(a)
the total number of securities of the same type acquired under an
automatic securities purchase plan or compensation arrangement, or under
all such plans or arrangements, for the calendar year; and
(b)
the total number of securities of the same type disposed of under all
specified dispositions of securities under an automatic securities purchase
plan or compensation arrangement, or under all such plans or
arrangements, for the calendar year;
“automatic securities purchase plan” means a dividend or interest reinvestment
plan, a stock dividend plan, or any other plan established by an issuer or by a
subsidiary of an issuer to facilitate the acquisition of securities of the issuer if the
timing of acquisitions of securities, the number of securities which may be
acquired under the plan by a director or officer of the issuer or of the subsidiary of
the issuer, and the price payable for the securities are established in advance by
written formula or criteria set out in a plan document and not subject to a
subsequent exercise of discretion;
“cash payment option” means a provision in a dividend or interest reinvestment
plan under which a participant is permitted to make cash payments to purchase
from the issuer, or from an administrator of the plan, securities of the issuer’s own
issue;
“CEO” means a chief executive officer and any other individual who acts as chief
executive officer for an issuer or acts in a similar capacity for the issuer;
“CFO” means a chief financial officer and any other individual who acts as chief
financial officer for an issuer or acts in a similar capacity for the issuer;
“compensation arrangement” includes, but is not limited to, an arrangement,
whether or not set out in any formal document and whether or not applicable to
only one individual, under which cash, securities or related financial instruments,
including, for greater certainty, options, stock appreciation rights, phantom shares,
restricted shares or restricted share units, deferred share units, performance units
or performance shares, stock, stock dividends, warrants, convertible securities, or
similar instruments, may be received or purchased as compensation for services
rendered, or otherwise in connection with holding an office or employment with a
reporting issuer or a subsidiary of a reporting issuer;
“convertible security” means a security of an issuer that is convertible into, or
carries the right of the holder to purchase or otherwise acquire, or of the issuer to
cause the purchase or acquisition of, a security of the same issuer;
“COO” means a chief operating officer and any other individual who acts as chief
operating officer for an issuer or acts in a similar capacity for the issuer;
“credit derivative” means a derivative in respect of which the underlying security,
interest, benchmark or formula is, or is related to or derived from, in whole or in
part, a debt or other financial obligation of an issuer;
“derivative”
(a)
means, other than in New Brunswick, the Northwest Territories, Nunavut,
Ontario, Prince Edward Island, Québec and the Yukon Territory, an
instrument, agreement, security or exchange contract, the market price,
value or payment obligations of which is derived from, referenced to, or
based on an underlying security, interest, benchmark or formula;
(b)
in New Brunswick, the Northwest Territories, Nunavut, Ontario, Prince
Edward Island and the Yukon Territory, has the same meaning as in
securities legislation; and
(c)
in Québec, has the same meaning as in The Derivatives Act;
“dividend or interest reinvestment plan” means an arrangement under which a
holder of securities of an issuer is permitted to direct that the dividends, interest or
distributions paid on the securities be applied to the purchase, from the issuer or
an administrator of the issuer, of securities of the issuer’s own issue;
“economic exposure” in relation to an issuer
(a)
means, other than in Ontario, the extent to which the economic or financial
interests of a person or company are aligned with the trading price of
securities of the issuer or the economic or financial interests of the issuer;
(b)
in Ontario, has the same meaning as in securities legislation;
“economic interest” in a security or an exchange contract
(a)
means, other than in British Columbia, New Brunswick, the Northwest
Territories, Nunavut, Ontario, Prince Edward Island, Québec,
Saskatchewan and the Yukon Territory,
(b)
(i)
a right to receive or the opportunity to participate in a reward,
benefit or return from a security or an exchange contract, or
(ii)
exposure to a risk of a financial loss in respect of a security or an
exchange contract;
in British Columbia, New Brunswick, the Northwest Territories, Nunavut,
Ontario, Prince Edward Island, Québec, Saskatchewan and the Yukon
Territory, has the same meaning as in securities legislation;
“exchange contract”
(a)
(b)
means, other than in Alberta, British Columbia, New Brunswick and
Saskatchewan, a futures contract or an option that meets both of the
following requirements:
(i)
its performance is guaranteed by a clearing agency; and
(ii)
it is traded on an exchange pursuant to standardized terms and
conditions set out in that exchange's by-laws, rules or regulatory
instruments, at a price agreed on when the futures contract or
option is entered into on the exchange;
in Alberta, British Columbia, New Brunswick and Saskatchewan, has the
same meaning as in securities legislation;
“exchangeable security” means a security of an issuer that is exchangeable for, or
carries the right of the holder to purchase or otherwise acquire, or of the issuer to
cause the purchase or acquisition of, a security of another issuer;
“income trust” means a trust or an entity, including corporate and non-corporate
entities, the securities of which entitle the holder to net cash flows generated by an
underlying business or income-producing properties owned through the trust or by
the entity;
“insider report” means a report to be filed by an insider under securities
legislation;
“insider reporting requirement” means
(a)
a requirement to file insider reports under Parts 3 and 4;
(b)
a requirement to file insider reports under any provisions of Canadian
securities legislation substantially similar to Parts 3 and 4; and
(c)
a requirement to file an insider profile under NI 55-102;
“investment issuer” means, in relation to an issuer, another issuer in respect of
which the issuer is an insider;
“issuer event” means a stock dividend, stock split, consolidation, amalgamation,
reorganization, merger or other similar event that affects all holdings of a class of
securities of an issuer in the same manner, on a per share basis;
“lump-sum provision” means a provision of an automatic securities purchase plan
that allows a director or officer to acquire securities in consideration of an
additional lump-sum payment, and includes a cash payment option;
“major subsidiary” means a subsidiary of an issuer if
(a)
the assets of the subsidiary, as included in the issuer’s most recent annual
audited or interim balance sheet, or, for a period relating to a financial
year beginning on or after January 1, 2011, a statement of financial
position, are 30 per cent or more of the consolidated assets of the issuer
reported on that balance sheet or statement of financial position, as the
case may be, or
(b)
the revenue of the subsidiary, as included in the issuer’s most recent
annual audited or interim income statement, or, for a period relating to a
financial year beginning on or after January 1, 2011, a statement of
comprehensive income, is 30 per cent or more of the consolidated revenue
of the issuer reported on that statement;
“management company” means a person or company established or contracted to
provide significant management or administrative services to an issuer or a
subsidiary of the issuer;
“NI 55-102” means National Instrument 55-102 System for Electronic Disclosure
by Insiders (SEDI);
“normal course issuer bid” means
(a)
an issuer bid that is made in reliance on the exemption, contained in
securities legislation from requirements relating to issuer bids, that is
available if the number of securities acquired by the issuer within a period
of twelve months does not exceed 5 per cent of the securities of that class
issued and outstanding at the commencement of the period, or
(b)
a normal course issuer bid as defined in the rules or policies of the Toronto
Stock Exchange, the TSX Venture Exchange or an exchange that is a
recognized exchange, as defined in National Instrument 21-101
Marketplace Operation, and that is conducted in accordance with the rules
or policies of that exchange;
“operating entity” means a person or company with an underlying business or
with assets owned in whole or in part by an income trust for the purposes of
generating cash flow;
“principal operating entity” means an operating entity that is a major subsidiary of
an income trust;
“related financial instrument”
(a)
(b)
means, other than in British Columbia, New Brunswick, the Northwest
Territories, Nunavut, Ontario, Prince Edward Island, Québec,
Saskatchewan and the Yukon Territory,
(i)
an instrument, agreement, security or exchange contract the value,
market price or payment obligations of which are derived from,
referenced to or based on the value, market price or payment
obligations of a security, or,
(ii)
any other instrument, agreement, or understanding that affects,
directly or indirectly, a person or company’s economic interest in a
security or an exchange contract;
in British Columbia, New Brunswick, the Northwest Territories, Nunavut,
Ontario, Prince Edward Island, Québec, Saskatchewan and the Yukon
Territory, has the same meaning as in securities legislation;
“reporting insider” means an insider of a reporting issuer if the insider is
(a)
the CEO, CFO or COO of the reporting issuer, of a significant shareholder
of the reporting issuer or of a major subsidiary of the reporting issuer;
(b)
a director of the reporting issuer, of a significant shareholder of the
reporting issuer or of a major subsidiary of the reporting issuer;
(c)
a person or company responsible for a principal business unit, division or
function of the reporting issuer;
(d)
a significant shareholder of the reporting issuer;
(e)
a significant shareholder based on post-conversion beneficial ownership of
the reporting issuer’s securities and the CEO, CFO, COO and every
director of the significant shareholder based on post-conversion beneficial
ownership;
(f)
a management company that provides significant management or
administrative services to the reporting issuer or a major subsidiary of the
reporting issuer, every director of the management company, every CEO,
CFO and COO of the management company, and every significant
shareholder of the management company;
(g)
an individual performing functions similar to the functions performed by
any of the insiders described in paragraphs (a) to (f);
(h)
the reporting issuer itself, if it has purchased, redeemed or otherwise
acquired a security of its own issue, for so long as it continues to hold that
security; or
(i)
any other insider that
(i)
in the ordinary course receives or has access to information as to
material facts or material changes concerning the reporting issuer
before the material facts or material changes are generally
disclosed; and
(ii)
directly or indirectly exercises, or has the ability to exercise,
significant power or influence over the business, operations, capital
or development of the reporting issuer;
“significant shareholder” means a person or company that has beneficial
ownership of, or control or direction over, whether direct or indirect, or a
combination of beneficial ownership of, and control or direction over, whether
direct or indirect, securities of an issuer carrying more than 10 per cent of the
voting rights attached to all the issuer’s outstanding voting securities, excluding,
for the purpose of the calculation of the percentage held, any securities held by
the person or company as underwriter in the course of a distribution;
“stock dividend plan” means an arrangement under which securities of an issuer
are issued by the issuer to holders of securities of the issuer as a stock dividend or
other distribution out of earnings, retained earnings or capital; and
“underlying security” means a security issued or transferred, or to be issued or
transferred, in accordance with the terms of a convertible security, an
exchangeable security or a multiple convertible security.
(2)
(3)
Affiliate – In this Instrument, an issuer is an affiliate of another issuer if
(a)
one of them is the subsidiary of the other, or
(b)
each of them is controlled by the same person or company.
Control – In this Instrument, a person or company (first person or company) is
considered to control another person or company (second person or company) if
(a)
the first person or company beneficially owns or has control or direction
over, whether direct or indirect, securities of the second person or
company carrying votes which, if exercised, would entitle the first person
or company to elect a majority of the directors of the second person or
company, unless that first person or company holds the voting securities
only to secure an obligation,
(b)
the second person or company is a partnership, other than a limited
partnership, and the first person or company holds more than 50 per cent
of the interests of the partnership, or
(c)
the second person or company is a limited partnership and the general
partner of the limited partnership is the first person or company.
(4)
Post-conversion beneficial ownership – In this Instrument, a person or company
is considered to have, as of a given date, post-conversion beneficial ownership of
a security, including an unissued security, if the person or company is the
beneficial owner of a security convertible into the security within 60 days
following that date or has a right or obligation permitting or requiring the person
or company, whether or not on conditions, to acquire beneficial ownership of the
security within 60 days, by a single transaction or a series of linked transactions.
(5)
Significant shareholder based on post-conversion beneficial ownership – In
this Instrument, a person or company is a significant shareholder based on postconversion beneficial ownership if the person or company is not a significant
shareholder but the person or company has beneficial ownership of, postconversion beneficial ownership of, control or direction over, whether direct or
indirect, or any combination of beneficial ownership of, post-conversion
beneficial ownership of, or control or direction over, whether direct or indirect,
securities of an issuer carrying more than 10 per cent of the voting rights attached
to all the issuer’s outstanding voting securities, calculated in accordance with
subsections (6) and (7).
(6)
For the purposes of the calculation in subsection (5), an issuer’s outstanding
voting securities include securities in respect of which a person or company has
post-conversion beneficial ownership.
(7)
For the purposes of the calculation in subsections (4) and (5), a person or
company may exclude any securities held by the person or company as
underwriter in the course of a distribution.
1.2
Persons and companies designated or determined to be insiders for the
purposes of this Instrument
(1)
The following persons and companies are designated or determined to be insiders
of an issuer:
(a)
a significant shareholder of the issuer based on post-conversion beneficial
ownership of the issuer’s securities;
(b)
a management company that provides significant management or
administrative services to the issuer or a major subsidiary of the issuer,
and every director, officer and significant shareholder of the management
company; and
(c)
if the issuer is an income trust, every director, officer and significant
shareholder of a principal operating entity of the issuer.
(2)
Issuer as insider of reporting issuer – If an issuer (the first issuer) becomes an
insider of a reporting issuer (the second issuer), the CEO, CFO, COO and every
director of the first issuer are designated or determined to be an insider of the
second issuer and must file insider reports in accordance with section 3.5 in
respect of transactions relating to the second issuer that occurred in the previous
six months or for such shorter period that the individual was a CEO, CFO, COO
or director of the first issuer.
(3)
Reporting issuer as insider of other issuer – If a reporting issuer (the first
issuer) becomes an insider of another issuer (the second issuer), the CEO, CFO,
COO and every director of the second issuer is designated or determined to be an
insider of the first issuer and must file insider reports in accordance with section
3.5 in respect of transactions relating to the first issuer that occurred in the
previous six months or for such shorter period that the individual was a CEO,
CFO, COO or director of the second issuer.
1.3
Reliance on Reported Outstanding Shares
(1)
In determining the securityholding percentage of a person or company in a class
of securities for the purposes of the definition “significant shareholder” and in
determining if the person or company is a significant shareholder based on postconversion beneficial ownership, the person or company may rely upon
information most recently filed by the issuer of the securities in a material change
report or under section 5.4 of National Instrument 51-102 Continuous Disclosure
Obligations, whichever contains the most recent relevant information.
(2)
Subsection (1) does not apply if the person or company has knowledge both
(a)
that the information filed is inaccurate or has changed; and
(b)
of the correct information.
PART 2
2.1
APPLICATION
Insider reporting requirements (insiders of Ontario reporting issuers) – In
Ontario, the insider reporting requirements in sections 3.2 and 3.3 do not apply to
an insider of a reporting issuer under the Securities Act (Ontario).
2.2
Note: In Ontario, requirements similar to the insider reporting requirements in
sections 3.2 and 3.3 of this Instrument are contained in section 107 of the Securities
Act (Ontario).
Reporting deadline – In Ontario, for the purposes of subsection 107(2) of the
Securities Act (Ontario), in the case of a transaction occurring after October 31,
2010, the prescribed period is within five days of any change in the beneficial
ownership of, or control or direction over, whether direct or indirect, securities of
the reporting issuer or any interest in, or right or obligation associated with, a
related financial instrument.
PART 3
PRIMARY INSIDER REPORTING REQUIREMENT
3.1
Reporting requirement – An insider must file insider reports under this Part and
Part 4 in respect of a reporting issuer if the insider is a reporting insider of the
reporting issuer.
3.2
Initial report – A reporting insider must file an insider report in respect of a
reporting issuer, within 10 days of becoming a reporting insider, disclosing the
reporting insider’s
3.3
3.4
(a)
beneficial ownership of, or control or direction over, whether direct or
indirect, securities of the reporting issuer, and
(b)
interest in, or right or obligation associated with, a related financial
instrument involving a security of the reporting issuer.
Subsequent report – A reporting insider must within five days of any of the
following changes file an insider report in respect of a reporting issuer disclosing
a change in the reporting insider’s
(a)
beneficial ownership of, or control or direction over, whether direct or
indirect, securities of the reporting issuer, or
(b)
interest in, or right or obligation associated with, a related financial
instrument involving a security of the reporting issuer.
Reporting requirements in connection with convertible or exchangeable
securities – For greater certainty, a reporting insider who exercises an option,
warrant or other convertible or exchangeable security must file, within five days
of the exercise, separate insider reports in accordance with section 3.3 disclosing
the resulting change in the reporting insider’s beneficial ownership of, or control
or direction over, whether direct or indirect, each of
(a)
the option, warrant or other convertible or exchangeable security, and
(b)
the common shares or other underlying securities.
3.5
Report by certain designated insiders for certain historical transactions – A
CEO, CFO, COO or director of an issuer (the first issuer) who is designated or
determined to be an insider of another issuer (the second issuer) under subsection
1.2(2) or 1.2(3) must file, within 10 days of being designated or determined to be
an insider of the second issuer, the insider reports that a reporting insider of the
second issuer would have been required to file under Part 3 and Part 4 for all
transactions involving securities of the second issuer or related financial
instruments involving securities of the second issuer, that occurred in the previous
six months or for such shorter period that the individual was a CEO, CFO, COO
or director of the first issuer.
PART 4
SUPPLEMENTAL INSIDER REPORTING REQUIREMENT
4.1
Other agreements, arrangements or understandings
(1)
If a reporting insider of a reporting issuer enters into, materially amends, or
terminates an agreement, arrangement or understanding described in subsection
(2), the reporting insider must, within five days of this event, file an insider report
in respect of the reporting issuer in accordance with section 4.3.
(2)
An agreement, arrangement or understanding must be reported under subsection
(1) in an insider report in respect of a reporting issuer if
4.2
(a)
the agreement, arrangement or understanding has the effect of altering,
directly or indirectly, the reporting insider’s economic exposure to the
reporting issuer;
(b)
the agreement, arrangement or understanding involves, directly or
indirectly, a security of the reporting issuer or a related financial
instrument involving a security of the reporting issuer; and
(c)
the reporting insider is not otherwise required to file an insider report in
respect of this event under Part 3 or any corresponding provision of
Canadian securities legislation.
Report of prior agreements, arrangements or understandings – A reporting
insider must, within 10 days of becoming a reporting insider of a reporting issuer,
file an insider report in accordance with section 4.3 in respect of the reporting
issuer if
(a)
the reporting insider, prior to the date the reporting insider most recently
became a reporting insider, entered into an agreement, arrangement or
understanding in respect of which the reporting insider would have been
required to file an insider report under section 4.1 if the agreement,
arrangement or understanding had been entered into on or after the date
the reporting insider most recently became a reporting insider, and
(b)
4.3
the agreement, arrangement or understanding remains in effect on or after
the date the reporting insider most recently became a reporting insider.
Contents of report – An insider report required to be filed under section 4.1 or
4.2 must disclose the existence and material terms of the agreement, arrangement
or understanding.
PART 5
EXEMPTION FOR AUTOMATIC SECURITIES PURCHASE
PLANS
5.1
Interpretation
(1)
In this Part, a reference to a director or officer means a director or officer who is
(a)
a director or officer of a reporting issuer and a reporting insider of the
reporting issuer, or
(b)
a director or officer of a subsidiary of a reporting issuer and a reporting
insider of the reporting issuer.
(2)
In this Part, a reference to a security of a reporting issuer includes a related
financial instrument involving a security of the reporting issuer.
(3)
In this Part, a disposition or transfer of securities acquired under an automatic
securities purchase plan is a specified disposition of securities if
5.2
(a)
the disposition or transfer is incidental to the operation of the automatic
securities purchase plan and does not involve a discrete investment
decision by the director or officer; or
(b)
the disposition or transfer is made to satisfy a tax withholding obligation
arising from the distribution of securities under the automatic securities
purchase plan and either
(i)
the director or officer has elected that the tax withholding
obligation will be satisfied through a disposition of securities, has
communicated this election to the reporting issuer or the plan
administrator at least 30 days before the disposition and this
election is irrevocable as of the 30th day before the disposition; or
(ii)
the director or officer has not communicated an election to the
reporting issuer or the plan administrator and, in accordance with
the terms of the plan, the reporting issuer or the plan administrator
is required to sell securities automatically to satisfy the tax
withholding obligation.
Reporting exemption
(1)
The insider reporting requirement does not apply to a director or officer for an
acquisition or disposition of securities described in subsection (2) if the director or
officer complies with the alternative reporting requirement in section 5.4.
(2)
The exemption in subsection (1) applies to
(a)
an acquisition of securities of the reporting issuer under an automatic
securities purchase plan, other than an acquisition of securities under a
lump-sum provision of the plan; or
(b)
a specified disposition of securities of the reporting issuer under an
automatic securities purchase plan.
5.3
Acquisition of options or similar securities - The exemption in section 5.2 does
not apply to an acquisition of options or similar securities granted to a director or
officer.
5.4
Alternative reporting requirement
(1)
A director or officer is exempt under section 5.2 from the insider reporting
requirement if the insider files an insider report within the time period described
in subsection (2) disclosing, on a transaction-by-transaction basis or in acceptable
summary form, each acquisition and each specified disposition of a security under
an automatic securities purchase plan that has not previously been disclosed by or
on behalf of the director or officer.
(2)
The deadline for filing the insider report under subsection (1) is,
(3)
(a)
in the case of any securities acquired under the automatic securities
purchase plan that have been disposed of or transferred, other than
securities that have been disposed of or transferred as part of a specified
disposition of securities, within five days of the disposition or transfer; and
(b)
in the case of any securities acquired under the automatic securities
purchase plan during a calendar year that have not been disposed of or
transferred, and any securities that have been disposed of or transferred as
part of a specified disposition of securities, on or before March 31 of the
next calendar year.
Subsection (1) does not apply to a director or officer if, at the time the insider
report described in subsection (1) is due,
(a)
the director or officer is not a reporting insider; or
(b)
the director or officer is exempt from the insider reporting requirement.
PART 6
EXEMPTION FOR CERTAIN ISSUER GRANTS
6.1
Interpretation
(1)
In this Part, a reference to a director or officer means a director or officer who is
(a)
a director or officer of a reporting issuer and a reporting insider of the
reporting issuer, or
(b)
a director or officer of a subsidiary of a reporting issuer and a reporting
insider of the reporting issuer.
(2)
In this Part, a reference to a security of a reporting issuer includes a related
financial instrument involving a security of the reporting issuer.
(3)
In this Part, a disposition or transfer of a security acquired under a compensation
arrangement is a specified disposition of a security if
6.2
(a)
the disposition or transfer is incidental to the operation of the
compensation arrangement and does not involve a discrete investment
decision by the director or officer; or
(b)
the disposition or transfer is made to satisfy a tax withholding obligation
arising from the distribution of a security under the compensation
arrangement and either
(i)
the director or officer has elected that the tax withholding
obligation will be satisfied through a disposition of securities, has
communicated this election to the reporting issuer or the
administrator of the compensation arrangement at least 30 days
before the disposition and this election is irrevocable as of the 30th
day before the disposition; or
(ii)
the director or officer has not communicated an election to the
reporting issuer or the administrator of the compensation
arrangement and, in accordance with the terms of the arrangement,
the reporting issuer or the administrator is required to sell
securities automatically to satisfy the tax withholding obligation.
Reporting exemption – The insider reporting requirement does not apply to a
director or officer for the acquisition of a security of the reporting issuer, or a
specified disposition of a security of the reporting issuer, under a compensation
arrangement established by the reporting issuer or by a subsidiary of the reporting
issuer, if
(a)
the reporting issuer has previously disclosed the existence and material
terms of the compensation arrangement in an information circular or other
public document filed on SEDAR;
6.3
(b)
in the case of an acquisition of securities, the reporting issuer has
previously filed in respect of the acquisition an issuer grant report on
SEDI in accordance with section 6.3; and
(c)
the director or officer complies with the alternative reporting requirement
in section 6.4.
Issuer grant report – An issuer grant report filed under this Part in respect of a
compensation arrangement must include
(a)
the date the option or other security was issued or granted;
(b)
the number of options or other securities issued or granted to each director
or officer;
(c)
the price at which the option or other security was issued or granted and
the exercise price;
(d)
the number and type of securities issuable on the exercise of the option or
other security; and
(e)
any other material terms that have not been previously disclosed or filed in
a public filing on SEDAR.
6.4
Alternative reporting requirement
(1)
A director or officer is exempt under section 6.2 from the insider reporting
requirement if the insider files an insider report within the time period described
in subsection (2) disclosing, on a transaction-by-transaction basis or in acceptable
summary form, each acquisition and each specified disposition of a security under
a compensation arrangement that has not previously been disclosed by or on
behalf of the director or officer.
(2)
The deadline for filing the insider report under subsection (1) is
(3)
(a)
in the case of any security acquired under the compensation arrangement
that has been disposed of or transferred, other than a security that has been
disposed of or transferred as part of a specified disposition of a security,
within five days of the disposition or transfer; and
(b)
in the case of any security acquired under the compensation arrangement
during a calendar year that has not been disposed of or transferred, and
any security that has been disposed of or transferred as part of a specified
disposition of a security, on or before March 31 of the next calendar year.
Subsection (1) does not apply to a director or officer if, at the time the insider
report described in subsection (1) is due,
(a)
the director or officer is not a reporting insider; or
(b)
the director or officer is exempt from the insider reporting requirement.
PART 7
EXEMPTIONS FOR NORMAL COURSE ISSUER BIDS AND
PUBLICLY DISCLOSED TRANSACTIONS
7.1
Reporting exemption for normal course issuer bids – The insider reporting
requirement does not apply to an issuer for an acquisition of a security of its own
issue by the issuer under a normal course issuer bid if the issuer complies with the
alternative reporting requirement in section 7.2.
7.2
Reporting requirement – An issuer who relies on the exemption in section 7.1
must file an insider report disclosing each acquisition of securities by it under a
normal course issuer bid within 10 days of the end of the month in which the
acquisition occurred.
7.3
General exemption for other transactions that have been otherwise disclosed
– The insider reporting requirement does not apply to an issuer in connection with
a transaction, other than a normal course issuer bid, involving a security of its
own issue if the existence and material terms of the transaction have been
generally disclosed in a public filing on SEDAR.
PART 8
EXEMPTION FOR CERTAIN ISSUER EVENTS
8.1
Reporting exemption – The insider reporting requirement in respect of a
reporting issuer does not apply to a reporting insider whose beneficial ownership
of, or control or direction over, whether direct or indirect, a security of the
reporting issuer changes as a result of an issuer event of the reporting issuer.
8.2
Reporting requirement – A reporting insider who relies on the exemption in
section 8.1 in respect of a reporting issuer must file an insider report, disclosing
all changes in beneficial ownership of, or control or direction over, whether direct
or indirect, a security of the reporting issuer as a result of an issuer event if those
changes have not previously been reported by or on behalf of the insider, within
the time required by securities legislation for the insider to report any other
subsequent change in beneficial ownership of, or control or direction over,
whether direct or indirect, a security of the reporting issuer.
PART 9
GENERAL EXEMPTIONS
9.1
Reporting exemption (mutual funds) – The insider reporting requirement does
not apply to an insider of an issuer that is a mutual fund.
9.2
Reporting exemption (non-reporting insiders) – The insider reporting
requirement does not apply to an insider of an issuer if the insider is not a
reporting insider of that issuer.
9.3
9.4
9.5
9.6
Reporting exemption (certain insiders of investment issuers) – The insider
reporting requirement does not apply to a director or officer of a significant
shareholder, or a director or officer of a subsidiary of a significant shareholder, in
respect of securities of an investment issuer or a related financial instrument
involving a security of the investment issuer if the director or officer
(a)
does not in the ordinary course receive or have access to information as to
material facts or material changes concerning the investment issuer before
the material facts or material changes are generally disclosed; and
(b)
is not a reporting insider of the investment issuer in any capacity other
than as a director or officer of the significant shareholder or a subsidiary
of the significant shareholder.
Reporting exemption (nil report) – The insider reporting requirement does not
apply to a reporting insider if the reporting insider
(a)
does not have any beneficial ownership of, or control or direction over,
whether direct or indirect, a security of the issuer;
(b)
does not have any interest in, or right or obligation associated with, a
related financial instrument involving a security of the issuer;
(c)
has not entered into any agreement, arrangement or understanding as
described in section 4.1; and
(d)
is not a significant shareholder based on post-conversion beneficial
ownership.
Reporting exemption (corporate group) – The insider reporting requirement
does not apply to a reporting insider if
(a)
the reporting insider is a subsidiary or other affiliate of another reporting
insider (the affiliated reporting insider); and
(b)
the affiliated reporting insider has filed an insider report in respect of the
reporting issuer that discloses substantially the same information as would
be contained in an insider report filed by the reporting insider, including
details of the reporting insider’s
(i)
beneficial ownership of, or control or direction over, whether
direct or indirect, securities of the reporting issuer; and
(ii)
interest in, or right or obligation associated with, any related
financial instrument involving a security of the reporting issuer.
Reporting exemption (executor and co-executor) – The insider reporting
requirement does not apply to a reporting insider for a security of an issuer
beneficially owned or controlled, directly or indirectly, by an estate if
9.7
(a)
the reporting insider is an executor, administrator or other person or
company who is a representative of the estate (referred to in this section as
an executor of the estate), or a director or officer of an executor of the
estate;
(b)
the reporting insider is subject to the insider reporting requirement solely
because of the reporting insider being an executor or a director or officer
of an executor of the estate; and
(c)
another executor or director or officer of an executor of the estate has filed
an insider report that discloses substantially the same information as
would be contained in an insider report filed by the reporting insider for
securities of an issuer beneficially owned or controlled, directly or
indirectly, by the estate.
Exempt persons and transactions – The insider reporting requirement does not
apply to
(a)
an agreement, arrangement or understanding which does not involve,
directly or indirectly,
(i)
a security of the reporting issuer;
(ii)
a related financial instrument involving a security of the reporting
issuer; or
(iii)
any other derivative in respect of which the underlying security,
interest, benchmark or formula is or includes as a material
component a security of the reporting issuer or a related financial
instrument involving a security of the reporting issuer;
(b)
a transfer, pledge or encumbrance of a security by a reporting insider for
the purpose of giving collateral for a debt made in good faith so long as
there is no limitation on the recourse available against the insider for any
amount payable under such debt;
(c)
the receipt by a reporting insider of a transfer, pledge or encumbrance of a
security of an issuer if the security is transferred, pledged or encumbered
as collateral for a debt under a written agreement and in the ordinary
course of business of the insider;
(d)
a reporting insider, other than a reporting insider that is an individual, that
enters into, materially amends or terminates an agreement, arrangement or
understanding which is in the nature of a credit derivative;
(e)
a reporting insider who did not know and, in the exercise of reasonable
diligence, could not have known of the alteration to economic exposure
described in section 4.1;
(f)
the acquisition or disposition of a security, or an interest in a security, of
an investment fund, provided that securities of the reporting issuer do not
form a material component of the investment fund's market value; or
(g)
the acquisition or disposition of a security, or an interest in a security, of
an issuer that holds directly or indirectly securities of the reporting issuer,
if
PART 10
(i)
the reporting insider is not a control person of the issuer; and
(ii)
the reporting insider does not have or share investment control
over the securities of the reporting issuer.
DISCRETIONARY EXEMPTIONS
10.1
Exemptions from this Instrument
(1)
The regulator or securities regulatory authority may grant an exemption from this
Instrument, in whole or in part, subject to such conditions or restrictions as may
be imposed in the exemption.
(2)
Despite subsection (1), in Ontario only the regulator may grant such an
exemption.
(3)
Except in Ontario, an exemption referred to in subsection (1) is granted under the
statute referred to in Appendix B of National Instrument 14-101 Definitions
opposite the name of the local jurisdiction.
PART 11
EFFECTIVE DATE AND TRANSITION
11.1
Effective Date
(1)
Except in Ontario, this Instrument comes into force on April 30, 2010.
(2)
In Ontario, this Instrument comes into force on the later of the following:
11.2
(a)
April 30, 2010; and
(b)
the day on which subsection 1(8) and sections 9 and 10 of Schedule Z.5 to
Bill 151, Budget Measures Act, 2006 (No. 2) are proclaimed in force.
Transition
(1)
Despite sections 3.3 and 3.4, a reporting insider may file an insider report required
by either of those sections within 10 days of a change described in those sections
if the change relates to a transaction that occurred on or before October 31, 2010.
(2)
Despite section 4.1, a reporting insider may file an insider report required under
that section within 10 days of an event described in that section if the event relates
to a transaction that occurred on or before October 31, 2010.
(3)
Despite paragraph 5.4(2)(a), a reporting insider may file an insider report required
under that paragraph within 10 days of a disposition or transfer described in that
paragraph if the disposition or transfer occurred on or before October 31, 2010.
(4)
Despite paragraph 6.4(2)(a), a reporting insider may file an insider report required
under that paragraph within 10 days of a disposition or transfer described in that
paragraph if the disposition or transfer occurred on or before October 31, 2010.